Nightfood Holdings, Inc., doing business as TechForce Robotics, has entered into an Asset Purchase Agreement with Jun Long Machine Industrial Co., Ltd., a company organized under the laws of the Republic of China (Taiwan), to acquire intellectual property related to automated optical inspection (AOI) machines.
The transaction, which closed on October 19, 2026, involves the purchase of technology, technical documentation, designs, drawings, know-how, and intellectual property rights specifically developed for chip-on-wafer-on-substrate (CoWoS) advanced semiconductor packaging. Nightfood will license these assets exclusively to its wholly owned subsidiary, TechForce Advanced Manufacturing Inc. (TAMI), which plans to manufacture and sell the equipment.
Consideration for the acquisition consists of 150,000 shares of Series C Convertible Preferred Stock issued at closing, valued at $0.001 per share. The company also agreed to issue up to 50,000 additional contingent shares of Series C Preferred Stock, subject to the achievement of specific revenue milestones by TAMI. The contingent shares are to be issued in two tranches: 25,000 shares when cumulative qualifying revenue first reaches $10 million, and an additional 25,000 shares when revenue first reaches $20 million. After a 1-for-150 reverse stock split effective on October 20, 2026, these shares are convertible into an aggregate of 6 million shares of common stock.
TAMI has outlined a commercialization plan targeting initial sales and shipments in late November or early December 2026. The company plans to open a 20,000-square-foot manufacturing facility in Taiwan within a month. Management projects an initial production pace of 10 to 15 units per month, with potential monthly sales of approximately $1.5 million to $2.25 million, assuming an average selling price of about $150,000 per unit. The company also targets a subsequent ramp toward 30 units per month.
